HomeMy WebLinkAbout32881DocuSign Envelope ID: 37A6EEFC-5881-4AF0-8AA5-24D8793C5237
Agreement No. 18-419
MASTER SERVICES AGREEMENT
1. DEFINITIONS
1.1 Affiliate means any company that (i) controls, (ii) is controlled by or (iii) is under
common control with either Party or its parent corporation. A company shall be deemed to
control a company if it has the power to direct or cause the direction of the management or
policies of such company, whether through the ownership of voting securities, by contract,
or otherwise.
1.2 Agreement or MSA means this Master Services Agreement, Ordering
Document(s), Exhibits(s) (attached hereto and/or detailed and linked within the Ordering
Document(s)), and such other documents, attachments and schedules that the parties'
authorized representatives mutually agree to in writing.
1.3 Client means the entity set forth on the Ordering Document(s) and receiving
Subscription Services under the Agreement.
1.4 Client Data means all required _electronic data or information submitted by Client to
Company for the provision of Subscription Services and/or Professional Services. This includes,
but is not limited to, Client Content that is uploaded to the LMS by Client.
1.5 Company means the entity set forth on the Ordering Document(s) and providing
Subscription Services under the Agreement.
1.6 Company Content means materials provided or posted by Company in
connection with the Subscription Services, including but not limited to training courses,
tests, assessments, surveys, text, images, graphics, audio and sound recordings, and
videos and modifications, enhancements, or new versions thereof.
1.7 Effective Date means the date defined within the Ordering Document(s).
1.8 Intellectual Property means any and all intellectual property rights, recognized in
any country or jurisdiction in the world, now or hereafter existing, and whether or not
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perfected, filed or recorded, including without limitation inventions, technology, patent rights
(including patent applications and disclosures), copyrights, trade secrets, trademarks,
service marks, trade dress, methodologies, procedures, processes, know-how, tools,
utilities, techniques, various concepts, ideas, methods, models, templates, software,
source code, algorithms, the generalized features of the structure, sequence and
organization of software, User interfaces and screen designs, general purpose consulting
and software tools, utilities and routines, logic, coherence and methods of operation of
systems, training methodology and materials, which Company has created, acquired or
otherwise has rights in, and may, in connection with the performance of Subscription
Services or Professional Services hereunder, create, employ, provide, modify, acquire or
otherwise obtain rights in.
1.9 Ordering Document means the document(s), regardless of actual name, executed
by the parties from time to time, which incorporates by reference the terms of this
Agreement and describes order-specific information such as description of Subscription
Services and/or Professional Services ordered, Subscription Metrics, fees, and other
business terms. Statement of Work (SOW) shall be synonymous with Ordering Document.
1.10 Professional Services means consulting, implementation, training, creation of
custom content, or other professional services to be performed by the Company described
in the attached Ordering Document or Exhibits to this Agreement mutually agreed to by the
parties in writing.
1.11 Exhibit means a product-specific set of terms and conditions that serves as an
addendum to this Agreement and will either come attached hereto and/or be referenced
within the Ordering Document(s) with a hyperlink provided.
1.12 Site means the web interface at a URL designated by Company.
1.13 Subscription Metrics means each of the per-unit metrics specified in the Ordering
Documents to describe the scope of Client’s right to use each of the Subscription Services,
such as the maximum number of Users, restricted Users, Content type, and the like.
1.14 Subscription Services means services described in the Ordering Documents and
Exhibits. Exhibit D explains some of the functionality, content, and benefits of the Relias
LMS and the Behavioral Health Standard Package. It is included as a brief description of
the Subscription Services, but is not to be interpreted as a modification or contradiction of
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the terms of the Agreement.
1.15 Subscription Start Date shall be synonymous with the Effective Date.
1.16 User(s) means those persons who (a) have been authorized by Client to access
and use the Subscription Services and Professional Services for data analytics, testing and
skill assessments, and/or training and education purposes; (b) have complied with any
registration requirements reasonably requested by Company, (c) have been issued a
personal and unique User ID and Password; and (c) have acknowledged, where required,
the terms and conditions applicable to the particular Subscription Services. Only current
employees and independent contractors of Client are eligible to be Users.
2.USE RIGHTS
2.1 Grant of Use. Subject to the terms of the Agreement, Company grants to Client the
right to access and use the Subscription Services described in the Ordering Document(s),
solely for its internal business purposes and solely in connection with the personal training,
analysis, or assessment of its Users or business.
2.2 Authorized Users. Client shall provide Company with the required demographic
data for all Users in the specified electronic format provided by Company to complete the
initial registration process. Client agrees not to activate and deactivate Users repeatedly as
a method of keeping the number of Users within range of the Subscription Metrics stated
in the Ordering Document(s).
2.3 Acceptable Use. Client and all Users shall use the Subscription Services
exclusively for authorized and legal purposes, consistent with all applicable laws and
regulations. Client agrees and shall ensure that Users agree not to post or upload any
content or data which (i) is libelous, defamatory, obscene, pornographic, abusive,
harassing or threatening; (ii) contains computer viruses, worms, time bombs, trojan horses
and other harmful or malicious code, files, scripts, agents or programs; (iii) violates the
rights of others, such as data which infringes on any intellectual property rights or violates
any right of privacy or publicity; or (iv) otherwise violates any applicable law. Client further
agrees and shall ensure that Users agree not to interfere or disrupt networks connected to
the Subscription Services, not to interfere with another entity's use of similar services and
to comply with all regulations, policies and procedures of networks connected to the
Subscription Services. Company may remove any violating content posted on the
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Subscription Services or transmitted through the Subscription Services without notice.
Company may suspend or terminate any User’s access to the Subscription Services in the
event that Company reasonably determines that such User has violated the terms and
conditions of this Agreement.
2.4 Restrictions.Client shall not itself, or through any affiliate, employee, contractor,
agent or other third party (i) sell, resell, distribute, host, lease, rent, license or sublicense,
in whole or in part, the Subscription Services, the Site or access thereto; (ii) decipher,
decompile, disassemble, reverse assemble, modify, translate, reverse engineer or
otherwise attempt to derive source code, algorithms, tags, specifications, architecture,
structure or other elements of the Subscription Services, in whole or in part; (iii) allow
access to, provide, divulge or make available the Site or the Subscription Services to
anyone other than an authorized User; (iv) create derivative works based upon the
Subscription Services; or modify, adapt, translate or otherwise make any changes to the
Subscription Services or any part thereof; (v) use the Subscription Services to provide
processing services to third parties, or otherwise use the same on a ‘service bureau’ basis;
(vi) disclose or publish, without Company’s prior written consent, performance or capacity
statistics or the results of any benchmark test performed on the Subscription Services; or
(vii) remove from any Subscription Services or other materials owned by Company
identification, patent, copyright, trademark or other notices. Proprietary notices, including
without limitation patents, copyrights and trademarks notices, as well as disclaimer notices,
must be reproduced on any such authorized copies.
2.5 Enforcement. Client shall (i) ensure that all Users of Subscription Services comply
with the terms and conditions of this Agreement, (ii) promptly notify Company of any actual
or suspected violation thereof and (iii) cooperate with Company with respect to investigation
and enforcement of the Agreement. Client shall be solely responsible for all acts and
omissions of its Users in connection with their access and use of the Subscription Services.
2.6 Environment.The Subscription Services will be hosted on a server that is
maintained by Company or its designated third-party subcontractor. User access to the
Subscription Services is provided through the Site. Client is solely responsible for obtaining
and maintaining, at its own expense, all equipment needed to access the Site, including
but not limited to Internet access and telecommunications network with adequate
bandwidth.
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2.7 Availability.Company shall use commercially reasonable efforts to make the
Subscription Services available 24 hours per day, 7 days a week, except for scheduled
downtime events where notice is provided to Client, emergency downtime events, or
Internet service provider failures or delays. Company will use commercially reasonable
efforts to perform scheduled downtime events outside of normal business hours. Client
acknowledges that the Subscription Services may be subject to limitations, delays, and
other problems inherent in the use of the Internet and electronic communications; Company
is not responsible for any delays, delivery failures, or other damage resulting from such
problems.
2.8 Content.Access to Content shall be provided by Company through the
Subscription Services. Client is responsible for selecting which Content will be available to
authorized Users. Company continuously reviews and updates Content based on an
ongoing-needs analysis. Company reserves the right to add, revise, or withdraw from its
Content any item or part of an item in its sole discretion. Company shall not add, revise, or
withdraw from the Subscription Services any Client Data.
2.9 Site Administrator.Client shall designate a primary contact who shall function as
the liaison to Company and who shall be trained by Company so that the contact shall be
able to train and support Users on the use of the Subscription Services (Site
Administrator). The Site Administrator shall be the primary interface with Company on all
issues related to the Subscription Services.
2.10 Passwords.Client is responsible for maintaining the confidentiality of all
passwords and for ensuring that each password is used only by the authorized User. Client
is entirely responsible for any and all activities that occur under its account. Client shall
immediately notify Company of any unauthorized use or any other breach of security known
to Client. Company shall have no liability for any loss or damage arising from Client’s failure
to comply with these requirements.
2.11 Client Data Responsibilities.Client shall be solely responsible for the accuracy,
quality, integrity and legality of data uploaded in the Subscription Services by Client. Client
shall own or shall obtain all proprietary rights necessary, including copyrights, patents, and
trade secrets, in and to any content or data it provides, develops, or uploads for use in the
Subscription Services. Client authorizes Company and the data center to serve as the host
and repository for the data Client enters into the Subscription Services.
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2.12 Changes.Company reserves the right to add and/or substitute functionally
equivalent products to replace Company Content in the event of product unavailability, end-
of-life, or changes to software requirements. Company regularly updates the Subscription
Services, meaning that such Subscription Services are continually evolving. Some of these
changes will occur automatically, while others may require Client to schedule and
implement the changes. Company shall not have the right to add and/or substitute
functionally equivalent products to replace any Client Data without the express written
authorization of Client.
3.PROFESSIONAL SERVICES
3.1 Cooperation. Client shall provide Company with good-faith cooperation and
access to such information, facilities, personnel and equipment as Company may
reasonably require in order to provide the Professional Services. Client acknowledges that
Company’s performance is dependent upon the timely and effective completion of Client’s
responsibilities hereunder and Client’s timely decisions and approvals in connection with
the Professional Services. Company shall be entitled to rely on all such decisions and
approvals.
4.FINANCIAL TERMS
4.1 Compensation.Fees and payment terms are specified in the applicable Ordering
Documents. All payments made here under shall be in US Dollars. The maximum
compensation Client agrees to pay Company and Company agrees to receive under this
Agreement is described in the Ordering Document and the below fee schedule. In no event
shall services performed under this Agreement be in excess in Five-Hundred Thirty-Five
Thousand, One-Hundred Eleven, and No/100 Dollars ($535,111.00) during the term of this
Agreement. It is understood that all expenses incidental to Company’s performance of
services under this Agreement shall be borne by Company.
4.1.a Fee Schedule
In addition to the original 600 Users reflected on the Ordering Document, Client shall add
a minimum of 500 Users (“Roll Out Users”) to the Subscription Services no later than
September 1, 2019, for an additional annual fee of $38,634.30. The invoice for such Users
shall be due no later than September 1, 2019. Client shall pay a Professional Services fee
of $5,000.00 for the addition of the Roll Out Users no later than September 1, 2019. Client
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acknowledges and agrees that the obligation to add the Roll Out Users under this
Amendment is a material term, and that Company shall automatically invoice Client for the
Roll Out Users and above referenced Professional Services fee.
Pricing for the initial term and the first two years of the first renewal term shall be as provided
in the below tables, which is based on the Subscription Metrics described in the Ordering
Document and in the preceding paragraph. Client acknowledges that additional Subscription
Metrics (additional Users or Content) must be purchased by amutually executed amendment
and will result in an increase in the annual fees.
Table A: Initial Term Pricing
Year 1
(9/1/2018-8/31/2019)
Year 2
(9/1/2019-8/31/2020)
Year 3
(9/1/2020-8/31/2021)
Subscription
Services
$70,583.55 $109,217.85 $109,217.85
Professional
Services
$6,000.00 $5,000.00 N/A
Total $76,583.55 $114,217.85 $109,217.85
Table B: First Renewal Term Pricing
Year 1
(9/1/2021-8/31/2022)
Year 2
(9/1/2022-8/31/2023)
$114,678.74 $120,412.68
4.2 Invoices.Company shall submit annual invoices to the County of Fresno,
Department of Behavioral Health, Administration Division, 1925 E Dakota Ave, Fresno, CA,
93726, and Attention: Staff Development. In addition to the original invoice being mailed, it
may be emailed to DBHStaffDevelopment@FresnoCountyCA.gov. No reimbursement for
services shall be made until invoice is received and reviewed by the Client. Payments shall
be made forty-five (45) days from receipt. Client, at the discretion of the Department of
Behavioral Health (DBH) Director or designee, reserves the right to deny payment of any
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invoices received ninety (90) days after services are rendered, or ninety (90) days following
the termination or expiration of this Agreement. At the discretion of the DBH Director or
designee, if an invoice is incorrect or is otherwise not in proper form or missing documents,
Client shall have the right to withhold payment as to only that portion of the invoice that is
incorrect or improper after providing written notice to the Company within thirty (30) days
of receipt. When Client gives proper notice to Company, Company shall continue to provide
services pending correction. Client’s failure to make timely payments shall be a material
breach of the Agreement and Company will be entitled (i) to suspend any or all of
Subscriptions Services or Professional Services hereafter upon thirty (30) days’ written
notice to Client and/or (ii) to modify the payment terms, and to request full payment before
any additional performance is rendered by Company.
4.3 Subscription Metrics.Client understands and agrees that (i) all fees are based on
the Subscription Metrics purchased and that (ii) unless expressly stated otherwise in the
Ordering Document, the quantity(ies) of Subscription Metrics provided in the initial Ordering
Document or most recent amendment, if applicable, represent minimum amounts that
Client has committed to for the Subscription Service Term (as defined in Section 9.2).
Additional Subscription Metrics must be purchased in the event actual use exceeds the
licensed quantity, at Company’s then-current fees. Additional Subscription Metrics, if any,
are prorated for the remainder of the then-current Subscription Services Term. There shall
be no fee adjustments or refunds for any decreases in usage during Subscription Services
Term.
4.4 Professional Services.Additional Professional Services may be provided on a
time and materials (T&M) basis at the Company T&M rates in effect at the time the
Professional Services are performed or on a fixed fee basis, as indicated in an Ordering
Document. On a T&M engagement, if an estimated total amount is stated in the Ordering
Document, that amount is solely a good-faith estimate for Client’s budgeting and
Company’s resource scheduling purposes and not a guarantee that the work will be
completed for that amount. On a fixed fee engagement, Professional Services purchased
must be used within, and prices quoted are valid for, the time period specified in the
Ordering Document. Hours that are not used or have expired are non-refundable.
4.5 No Contingencies. Client agrees that its purchases hereunder are neither
contingent on the delivery of any future functionality or features nor dependent on any oral
or written comments made by Company regarding future functionality or features.
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5.CONFIDENTIALITY
5.1 Confidential Information.
(a) Each party hereby agrees that it will not use or disclose any Confidential Information
received from the other party other than as expressly permitted under the terms of this
Agreement or as expressly authorized in writing by the other party.
(b)Confidential Information means any and all information disclosed by either party to
the other which is marked “confidential” or “proprietary” or which should be reasonably
understood by each party to be confidential or proprietary, including, but not limited to,
all trade secrets, Intellectual Property as well as results of testing and benchmarking
of the Subscription Services.
(c) Each party will protect the other party’s Confidential Information from unauthorized
dissemination and use the same degree of care that each such party uses to protect
its own confidential information, but in no event less than a reasonable amount of care.
Company may use, for purposes outside of this Agreement, anonymous, de-identified
data; however, Company agrees not to use or disclose this information to the extent
prohibited by applicable law. Information shall not be considered Confidential
Information to the extent, but only to the extent, that the receiving party can establish
that such information (i) is or becomes generally known or available to the public
through no fault of the receiving party; (ii) was lawfully in the receiving party's
possession before receipt from the disclosing party without a duty of confidentiality; (iii)
is lawfully obtained from a third-party who has the right to make such disclosure on a
non-confidential basis; or (iv) has been independently developed by one party without
reference to any Confidential Information of the other. All services performed by
Company under this Agreement shall be in conformation with all applicable Federal,
State of California and/or local laws and regulations relating to confidentiality.
5.2 Compelled Disclosure. A party (Disclosing Party) may disclose Confidential
Information of the other party if it is compelled by law to do so, provided the Disclosing
Party gives the other party prior notice of such compelled disclosure (to the extent legally
permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to
contest the disclosure. This section shall include but not be limited to disclosure pursuant
to the California Public Records Act.
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6.OWNERSHIP
6.1 All rights not expressly granted in this Agreement are reserved by Company and its
licensors.
6.2 Subscription Services. Company and its licensors shall retain sole and exclusive
ownership of, and all rights, title, and interest in, Subscription Services and the Site,
including without limitation (a) Intellectual Property embodied or associated therein, and (b)
all derivative works and copies thereof.
6.3 Client Data. Client shall retain sole and exclusive ownership of, and all rights, title,
and interest in, Client Data that is uploaded to the Site, including without limitation (a)
Intellectual Property embodied or associated therein, and (b) all derivative works and
copies thereof.
6.4 Professional Services. Company shall retain all rights, title and interest in and to
any and all Intellectual Property used or in any manner employed by Company in the
provision of Professional Services.
7.WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY
7.1 General.Each party represents and warrants that it has the legal power and
authority to enter into this Agreement.
7.2 Professional Services. Company warrants that the Professional Services will be
performed in a workmanlike manner. As Client’s exclusive remedy for any claim under
this warranty, Client shall notify Company in writing of its claim within thirty (30) days of
Company’s completion of the applicable services and, provided that such claim is
reasonably determined by Company to be Company’s responsibility, Company shall re-
perform the applicable service. Company’s entire liability and Client’s exclusive remedy
for any breach of the warranty set forth in this section shall be the re-performance of the
applicable service.
7.3 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, ALL SUBSCRIPTION
SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS
AVAILABLE’ BASIS. COMPANY, ITS LICENSORS, DATA CENTER AND SUPPLIERS
EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL
WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING,
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WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, DATABASE,
SUBSCRIPTION SERVICES, DELIVERABLES OR PROFESSIONAL SERVICES ARE
ERROR- FREE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT
INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY
WITH ANY LAW, RULE OR REGULATION, (ii) ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF
TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY COMPANY, ITS
AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY
WARRANTY PROVIDED HEREIN. CLIENT EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT DESIGNED OR INTENDED
TO MEET ALL OF ITS OR ITS USERS’ TRAINING, ANALTYTICS, OR ASSESSMENT
NEEDS OR REQUIREMENTS, INCLUDING THOSE REQUIRED UNDER APPLICABLE
LAWS. CLIENT ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE
SERVICES PROVIDED HEREUNDER TO ACHIEVE ITS INTENDED RESULTS.
CLIENT ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ITS USERS’
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENT
FURTHER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS
OBTAINED FROM THE USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL
SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. CLIENT
ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICES ARE NOT
INTENDED TO PROVIDE MEDICAL ADVICE, OPINIONS, DIAGNOSIS, OR A
SUGGESTED COURSE OF TREATMENT. CLIENT FURTHER AGREES THAT THE
SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR
ACTIONS WITH RESPECT TO A PATIENT’S MEDICAL CARE AND FOR DETERMINING
THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF ANY DIAGNOSTIC,
CLINICAL OR MEDICAL INFORMATION RESIDES SOLELY WITH THE HEALTHCARE
PROVIDER. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES OR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH CLIENT’S OR ANY OF
USERS’ USE OF THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES, IN
COMBINATION WITH ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE OR
WEB SITES THAT ARE ACCESSED VIA LINKS FROM WITHIN THE SUBSCRIPTION
SERVICES.
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TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY
(INCLUDING ATTORNEYS’ FEES AWARDED UNDER THIS AGREEMENT) TO CLIENT
AND USERS FOR ANY CLAIM BY CLIENT OR ANY THIRD PARTIES UNDER THIS
AGREEMENT, WILL BE LIMITED TO THE FEES PAID FOR SUCH ITEMS THAT ARE
THE SUBJECT MATTER OF THE CLAIM FOR THE PRIOR TWELVE (12) MONTHS. IN
NO EVENT WILL COMPANY, ITS LICENSORS AND SUPPLIERS BE LIABLE TO CLIENT
OR USERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME,
GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED
ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE
BROUGHT MORE THAN THE SHORTER OF ONE YEAR OR THE PERIOD ALLOWED
BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED.
THIS SECTION 7 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
8.INDEMNIFICATION
8.1 Client Indemnification.Client shall indemnify and hold Company, its, employees
and officers (Company Indemnified Parties) harmless from and against all liability, claims,
damages, fines, losses, expenses (including reasonable attorney's fees and court costs,
and the cost of enforcing this indemnity) suffered or incurred by Company or any Company
Indemnified Party arising out of, or in connection with any use or reliance by Client or any
User of any Client Data.
8.2 Company Indemnification. Company shall indemnify and hold harmless Client
and its principals, officers, directors, agents, and employees (Client Indemnified Parties),
from and against all liability, claims, damages, fines, losses, expenses (including
reasonable attorney's fees and court costs, and the cost of enforcing this indemnity)
suffered or incurred by Client or any Client Indemnified Parties arising out of, or in
connection with any and all claims alleging that the Subscription Services infringe or
misappropriate a U.S. patent, U.S. copyright, U.S. trademark or U.S. trade secret of a third
party, solely provided such alleged infringement or misappropriation does not arise from:
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(i) a modification of the Subscription Services as delivered to Client, (ii) the combination of
the Subscription Services with any other process, hardware, software, data, or functionality,
(iii) any Client-originating data or content communicated using such Subscription Services;
or, (iv) any use of the Subscription Services by Client in a manner inconsistent with the
documentation or instructions provided by Company or otherwise in breach of this
Agreement.
8.3 Indemnification Procedure.The indemnifications made hereunder are solely
provided upon the following conditions: (i) the indemnifying party controls any settlement
or any suit or claim indemnified hereunder (ii) the indemnified party’s prior written consent,
which shall not be unreasonably withheld or delayed, is obtained prior to any settlement by
the indemnifying party that affects the indemnified party’s rights and obligations; (iii) the
indemnifying party is promptly informed of any third-party claim indemnified hereunder;
and, (iv) in the case of Client, Client ceases any alleged infringing activity upon actual or
constructive notice of any claim or allegation of infringement.
9.TERM AND TERMINATION
9.1 Agreement Term. The term of this Agreement shall be for a period of three (3)
years, commencing on the 1st day of September 2018 through and including the 31
st day of
August 2021. This Agreement may be extended for two (2) additional consecutive twelve
(12) month periods upon written approval of both parties no later than thirty (30) day prior
to the first day of the next twelve (12) month extension period. The DBH director, or his or
her designee is authorized to execute such written approval on behalf of the Client based
on the Company’s satisfactory performance.
9.2 Subscription Services Term.The initial term of Subscription Services
commences on the Subscription Start Date specified in, and continues for the term set forth
in, the Ordering Documents.
9.3 Non-Allocation of Funds. The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating
government agency. Should sufficient funds not be allocated, the services provided may
be modified, or this Agreement terminated by Client at any time by giving Company thirty
(30) days advance written notice..
9.4 Breach of Contract.The Client may immediately suspend or terminate this
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Agreement in whole or in part, where in the determination of the Client there is (i) An illegal
or improper use of funds; (ii) a material breach of the contract , (iii) Improperly performed
service in accordance with the LMS Limited Warranty in Section 4.1 of Exhibit A.
9.5 In no event shall any payment by Client constitute a waiver by the Client of any
breach of this Agreement or any default which may then exist on the part of Client. Neither
shall such payment impair or prejudice any remedy available to the Client with respect to
the breach or default. The Client shall have the right to demand of the Company the
repayment to the Client of any funds disbursed to the Company under this Agreement,
which in the judgement of the Client were not expended in accordance with the terms of
this Agreement. The Company shall promptly refund any such funds upon demand.
9.6 Effect of Termination. Upon the effective date of termination of this Agreement:
(a) Company will immediately cease providing the Services. On Client’s request at any time
during the thirty (30) day period following the effective date of termination, Company will
return all of Client’s Content in a format mutually agreed upon by Client and Company,
(which may require Client to pay additional fees); and after the expiration of the foregoing
thirty (30) day period, Company may delete any Content; (b) Any and all of Client’s
approved payment obligations under this Agreement for the Services provided through the
effective date of termination will immediately become due and no payments or monies will
be due and payable by Client to Company for the Subscription Services; and (c) In the
event of termination for cause by Client, Company will refund any subscription fees pre-
paid by Client, prorated for the remainder of Client’s Subscription Term after the effective
date of termination; (d) In the event of a termination for cause by Company, Client shall
pay, and will not be entitled to a refund of, any amounts paid or payable up to the remainder
of Client’s Subscription Term. Following termination of this Agreement (for whatever
reason provided for under the Agreement), Client shall certify that Client has returned or
destroyed all copies of the Subscription Services, Confidential Information and Intellectual
Property of Company and all materials or documents relating to the Subscription Services
in any format and residing on any media. Client acknowledges that its rights to use the
same are relinquished. Company has no obligation to retain Client Data after three months
following the expiration or termination of Subscription Services; however, Company shall
provide Client Data to Client, upon reasonable request and during Company’s normal
business hours, for no additional fee during these three months, after which additional fees
may be incurred. Termination for any reason shall not excuse Client’s obligation to pay in
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full any and all amounts due or that become due through such, nor shall termination result
in a refund of fees paid, except as expressly provided otherwise in this Agreement.
10.INSURANCE
10.1 Without limiting the Client’s right to obtain indemnification from Company or any third
parties, Company, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this agreement.
10.2 Commercial General Liability. Commercial General Liability Insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four
Million Dollars ($4,000,000). This policy shall be issued on a per occurrence basis. Client
may require specific coverage including completed operations, product liability, contractual
liability,), fire legal liability or any other liability insurance deemed necessary because of the
nature of the Agreement.
10.3 Automobile Liability. Comprehensive Automobile Liability insurance with limited for bodily
injury of not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of not less
than Fifty Thousand Dollars ($50,000), or such coverage with a combined single limit of
Five Hundred Thousand ($500,000) Coverage should include owned and non-owned
vehicles used in connection with this Agreement.
10.4 Technology Professional Liability (Errors and Omissions).Insurance appropriate to
the Company’s profession, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Company in this agreement and shall include, but not be
limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information
theft, damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall provide
coverage for breach response costs as well as regulatory fines and penalties as well as
credit monitoring expenses with limits sufficient to respond to these obligations.
10.5 Worker’s Compensation. A policy of Worker’s Compensation Insurance may be required
by the California Labor Code.
10.6 Additional Insured.Client shall name County of Fresno, its officers, agents, and
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employees, individually and collectively, as additional insured on the required Commercial
General Liability insurance, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and other
insurance, or self-insurance, maintained by Client, its officers, agents and employees shall
be excel only and not contributing with insurance provider under Client’s polices herein.
Such additional insured status may be covered via a blanket endorsement. Company shall
provide a minimum of thirty (30) days advance written notice to Client in the event of
cancellation or material change to the required insurance coverage.
10.7 Upon written request, Company shall provide certificates of insurance and endorsements
as stated above for all of the foregoing policies, as required herein, stating that such
insurance coverages have been obtained and are in full force; that the County of Fresno,
its officers, agents and employees will not be responsible for any premiums on the policies;
that such Commercial General Liability insurance names the County of Fresno, its officers,
agents and employees, individually and collectively, as additional insured, but only insofar
as the operations under this Agreement are concerned; that such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by Clients, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under Company's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to Client.
Within Thirty (30) days from the date Company signs and executes this Agreement,
Company shall provide certificates of insurance and endorsement as stated above for all
of the foregoing policies, as required herein, to the County of Fresno, (Name and Address
of the official who will administer this contract), stating that such insurance coverage and
are in full force; that the County of Fresno, its officers, agents and employees will not be
responsible for any premiums on the policies; that such Commercial General Liability
insurance includes the County of Fresno, its officers, agents and employees, individually
and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned; that such coverage for additional insured shall apply as primary
insurance and any other insurance, or self insurance, maintained by CLIENT, its officers,
agents and employees, shall be excess only and not contributing with insurance provided
under COMPANY's policies herein; and that this insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance, written notice given to CLIENT by
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Company.
In the event Company fails to keep in effect at all times insurance coverage as herein
provided, the Client may, in addition to other remedies it may have, suspend or terminate
this Agreement upon the occurrence of such event. All policies shall be issued by admitted
insurers licensed to do business in the State of California, and such insurance shall be
purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
11.GENERAL PROVISIONS
11.1 Suspension.Company will be entitled to suspend any or all Subscription Services
and Professional Services (i) immediately in the event Client is in breach of Section 2.3,
above, or (ii) upon thirty (30) days’ written notice to Client in the event Client is otherwise
in breach of this Agreement.
11.2 Force Majeure.Neither party shall incur any liability to the other party on account
of any loss, claim, damage, or liability to the extent resulting from any delay or failure to
perform any part of this Agreement (except for payment obligations) to the extent caused
by events, occurrences, or causes which are unforeseeable and which are beyond the
control and without any negligence on the part of the party seeking protection under this
subsection. Such events may include, but are not limited to acts of God, strikes, lockouts,
riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance
obligations are scheduled to be met will be extended for a period of time equal to the time
lost due to any delay so caused.
11.3 Neither party may assign or transfer this Agreement without the other party’s prior
written approval. Company and Client agree to negotiate in good faith should an
assignment of the Agreement be requested due to a merger, consolidation, change in
control, or similar transaction as a result of Company’s corporate restructuring.
11.4 Independent Company.In performance of the work, duties and obligations
assumed by Company under this Agreement, it is mutually understood and agreed that
Company, including any and all of the Company’s officers, agents, and employees will at
all times be acting and performing as an independent contractor, and shall act in an
independent capacity and not as an officer, agent, servant, employee, joint venturer,
partner, or associate of the Client. Furthermore, Client shall have no right to control or
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supervise or direct the manner or method by which Company shall perform its work and
function. However, Client shall retain the right to administer this Agreement so as to verify
that Company is performing its obligations in accordance with the terms and conditions
thereof.
Company and Client shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent Company, Company shall have absolutely no right
to employment rights and benefits available to Client employees. Company shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally required
employee benefits. In addition, Company shall be solely responsible and save Client
harmless from all matters relating to payment of Company’s employees, including
compliance with Social Security withholding and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Company may be
providing services to others unrelated to the Client or to this Agreement.
11.5 Disclosure of Self-Dealing Transactions. This provision is only applicable if Company is
operating as a corporation (a for-profit or non-profit corporation) or if during the term of the
Agreement Company changes its status to operate as a corporation. Members of
Company’s Board of Directors shall disclose to Client any self-dealing transactions that
they are a party to while Company is providing goods or performing services under this
Agreement. A self-dealing transaction shall mean a transaction to which Company is a
party and in which one or more of its directors has a material financial interest. Members of
the Board of Directors shall disclose any self-dealing transactions that they are a party to
by completing and signing a "Self-Dealing Transaction Disclosure Form," attached hereto
as Exhibit D and by this reference incorporated herein, and submitting it to the Customer
prior to commencing with the self-dealing transaction or immediately thereafter.
11.6 Assurances Regarding Federal Contracting Compliance. Company agrees to comply
with all Federal regulations regarding suspension and debarment, and agrees to notify the
Client of any applicable non-compliance.
11.7 Disclosure – Criminal History and Civil Actions. Company is required to disclose if any
of the following conditions apply to them, their owners, officers, corporate managers and
partners:
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•(A)Within the three-year period preceding the Agreement award, they have been convicted
of, or had a civil judgment rendered against them for (1) Fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state, or
local) transaction or contract under a public transaction; (2) Violation of a federal or state
antitrust statute; (3) Embezzlement, theft, forgery, bribery, falsification, or destruction of
records; or (4) False statements or receipt of stolen property.
•(B) Within a three-year period preceding their Agreement award, they have had a public
transaction (federal, state, or local) terminated for cause or default.
•Disclosure of the above information will not automatically eliminate Company from further
business consideration. The information will be considered as part of the determination of
whether to continue and/or renew the contract and any additional information or explanation
that a Company elects to submit with the disclosed information will be considered. If it is
later determined that the Company failed to disclose required information, any contract
awarded to such Company may be immediately voided and terminated for material failure
to comply with the terms and conditions of the award.
•Additionally, Company must immediately advise the Client in writing if, during the term of
the agreement: (1) Company becomes suspended, debarred, excluded or ineligible for
participation in federal or state funded programs or from receiving federal funds as listed in
the excluded parties list system (http://www/epls/gov); or (2) any of the above listed
conditions become applicable to Company .
11.8 Non-solicitation.During the term of this Agreement and for a period of one (1) year
following its termination, neither party will solicit for employment directly or through other
parties, without the other party’s written permission, any individual employed by the other
party, provided however that the solicitation or hiring of individuals responding to general
public marketing and recruiting advertisements and events shall not be a violation of this
provision; only active, targeted solicitation is prohibited.
11.9 Compliance.Company reserves the right to utilize Client Data to verify compliance with
the terms of this Agreement. Company may monitor the usage, performance and operation
of the Subscription Services using electronic, remote and other means and without notice
to Client.
11.10 Notices.All notices between the Client and Company provided for or permitted under this
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Agreement must be in writing and delivered either by personal service, by first-class United
States mail, by an overnight commercial courier service, or by telephonic facsimile
transmission. A notice delivered by personal service is effective upon service to the
recipient. A notice delivered by first-class United States mail is effective three Client
business days after deposit in the United States mail, postage prepaid, addressed to the
recipient. A notice delivered by an overnight commercial courier service is effective one
Client business day after deposit with the overnight commercial courier service, delivery
fees prepaid, with delivery instructions given for next day delivery, addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the
recipient is completed (but, if such transmission is completed outside of Client business
hours, then such delivery shall be deemed to be effective at the next beginning of a Client
business day), provided that the sender maintains a machine record of the completed
transmission. For all claims arising out of or related to this Agreement, nothing in this
section establishes, waives, or modifies any claims presentation requirements or
procedures provided by law, including but not limited to the Government Claims Act
(Division 3.6 of Title 1 of the Government Code, beginning with section 810).
11.11 Audits and Inspections.The Company shall during Company business hours and once
per year or as often as the Client may deem necessary to comply with Client’s legal
obligations, make available to the Client for examination all of its records and data with
respect to the matter covered by this Agreement. The Client shall provide the Company not
less than fifteen (15) days prior written notice, and the Company shall permit the Client to
audit and inspect all of such records and data necessary to ensure Company’s compliance
with the terms of this Agreement. If this Agreement exceeds ten thousand dollars
($10,000.00), Company shall be subject to the examination and audit of the Auditor General
for a period of three (3) years after final payment under contract (Government Code Section
8546.7).
11.12 Invalidity.If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired.
11.13 No Waiver.No waiver or failure by either party to exercise any option, right or privilege
under the terms of this Agreement on any occasion or occasions will be construed to be a
waiver of the same on any other occasion or of any other option, right or privilege. Any
waiver of the provisions of this Agreement or of a party’s rights or remedies under this
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Agreement must be in writing to be effective. Failure, neglect, or delay by a party to
enforce the provisions of the Agreement or its rights or remedies at any time, shall not be
construed and shall not be deemed to be a waiver of such party’s rights under the
Agreement and shall not in any way affect the validity of the whole or any part of the
Agreement or prejudice such party’s right to take subsequent action.
11.14 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their
successors and permitted assigns, and does not confer any rights or benefits on any third
party.
11.15 Governing Law and Venue. Client. The Agreement is made under and will be governed
by and construed in accordance with the applicable body of laws of the State of California.
Venue for any action rising out of or related to this Agreement shall only be in Fresno
County, California.
11.16 Notice of U.S. Government Restricted Rights. If the Client hereunder is the U.S.
Government, or if the Subscription Services are acquired hereunder on behalf of the U.S.
Government with U.S. Government federal funding, notice is hereby given that the
Subscription Services are commercial computer software and documentation developed
exclusively at private expense and are furnished as follows: “U.S. GOVERNMENT
RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use,
duplication and disclosure of the Software by or on behalf of the U.S. Government shall be
subject to this Agreement and the restrictions contained in subsection (c) of FAR 52.227-
19, Commercial Computer Software - Restricted Rights (June 1987).”
11.17 OFAC Compliance.Client warrants that it is currently in compliance with, and shall at all
times during the term of this Agreement remain in compliance with, and cause its Users to
comply with, the regulations of the OFAC of the Department of the Treasury and any
statute, executive order, or other governmental action relating thereto.
11.18 Modification. Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
11.19 Conflict of Documents.If there is a conflict between the provisions of this MSA and any
other documents concerning the Subscription Services performed under this MSA, the
order of precedence for purposes of resolution shall be: (i) this MSA, (ii) any applicable
Schedule identified in the Ordering Document(s), (iii) the Ordering Document(s), (iv) any
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other document executed by the parties.
11.20 Survival. The following provisions will survive any termination or expiration of the
Agreement or Ordering Documents: Sections 4, 5, 6, 7, 8, 9, 10, 11 and all corresponding
Sections in the attached Schedule(s).
11.21 Entire Agreement.This Agreement, including Ordering Documents and other
attachments incorporated by reference, constitutes the parties’ entire agreement relating
to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written
communications, agreements, proposals, conditions, representations, warranties, or other
communication between the parties relating to its subject matter as well as any prior
contractual agreements between the parties. No modification to the Agreement will be
binding unless in writing signed by an authorized representative of each party. All pre-
printed or standard terms of any of Client’s purchase order or other business processing
document shall have no effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
hereinabove written.
CONTRACTOR
f::16U'1A, l71WU'
COUNTY OF FRESNO
(Authorized Signature) I ui
h · m the Board of Supervisors of
Bjoern Bauer chief Financial officer ttie County of Fresno
Print Name & Title
111 Corning Rd., suite 250
Cary NC 275 18
Mailing Address:
FOR ACCOUNTING USE ONLY:
ORG No .:56304756
Account No.:729 5/0
Fund/Subclass: 0001/10000
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresn o, State of Californ ia
23 I Page
EXHIBIT A
1. DEFINITIONS
1.1 Administrative Site means the main Site that is designated for administrative functions related to
a group of Sub-Portals in an Enterprise System. The Administrative Site will have administrative
capabilities over every Sub-Portal in the Enterprise System, including the ability to run reports, assign
Content, and designate other Administrators.
1.2 Client’s Enterprise System means a specific configuration of the Services that provides for an
Administrative Site linked to additional Sub-Portals.
1.3 Client Organization means an organization that has a corporate or contractual relationship with
or is a member of Client. Client may specify Client Organizations that will receive Subscription Services
through a Sub-Portal to this Agreement in an attached Exhibit. The addition of Sub-Portals shall require
the execution of an amendment to this Agreement.
1.4 Documentation means the LMS User instructions, release notes, and online help files in the form
generally made available by Company to its Clients, as updated from time to time by Company.
1.5 LMS means Company’s proprietary learning management system and other software access
provided in connection with Subscription Services, including the Documentation, modifications,
enhancements and new versions thereof.
1.6 Site Administrator means the Administrator in the Administrative Site. The level of access for the
Site Administrator will be determined during implementation.
1.7 Subscription Services means access to the LMS and Content through the Site for Client’s internal
training purposes.
1.8 Sub-Portals means an individual Site that is included in an Enterprise System that has a direct
relationship with other sub-portals and the Administrative Site.
Exhibit A – Page 1 of 3
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1.9 Sub-Portal Administrator means a User who has been authorized by Client or Client’s Site
Administrator to have access to all administrative functionality within the individual Sub-Portal.
2.HIPPA
2.1 No Protected Health Information.Client will not provide Company with access to any Protected
Health Information (as defined in 45 CFR § 160.103, PHI). Company reserves the right not to accept
access to Client Data that contains PHI. Client represents and warrants that: (i) Client has the right and
authority necessary to provide the Client Data to Company as provided hereunder, (ii) that Client will
disclose to Company only such Client Data as Client is authorized to disclose to Company, and (iii) such
disclosure will be provided at all times in compliance with all applicable law, including, to the extent
applicable, with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 191 and
regulations promulgated thereunder by the U.S. Department of Health and Human Services, each as
amended from time to time (HIPAA). The parties acknowledge that, under the terms of this Agreement,
Company does not collect or possess Protected Health Information, as defined in 45 C.F.R. § 160.103,
and that Company shall not be required to execute a Business Associate Agreement or similar
agreement. Client warrants and represents that it shall not upload in any of the Subscription Services or
otherwise provide Company or its suppliers access to any such Protected Health Information.
3.OWNERSHIP
3.1 Modified Content; Client Data.Certain Users designated by Client may have authority to modify
portions of the Content to meet certain of Client’s needs or requirements (Modified Content) or to create
unique content to meet certain of Client’s needs or requirements (Client Content). In the case of
Modified Content, Client shall own the specific modifications made by authorized Users (but not the
underlying Content). In the case of Client Content, as between Company and Client, Client shall own the
Client Content created or uploaded by authorized Users. Client shall be solely responsible for the
accuracy, quality, integrity and legality of data, Client Data, Modified Content, and Client Content
uploaded in the LMS by Client.
3.2 De-Identified Data.Client acknowledges and agrees that Company has the unrestricted right to
use the Client’s de-identified data for any purpose, in accordance with applicable law, including but not
limited to quality assessment and improvements to the Subscription Services.
Exhibit A – Page 2 of 3
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4.WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
4.1 LMS Limited Warranty. Company warrants that the LMS will operate in all material respects in
conformity with the functional specifications described in the Documentation. If the LMS does not perform
as warranted and there is a material failure of the LMS to conform to its functional specifications
described in the Documentation that is reported by the Client to, and replicable by, Company (Errors),
Company shall use commercially reasonable efforts to correct Errors. As Client's exclusive remedy for
any claim under this warranty, Client shall promptly notify Company in writing of its claim. Provided that
such claim is reasonably determined by Company to be Company’s responsibility, Company shall, within
thirty (30) days of its receipt of Client's written notice, (i) correct such Error; (ii) provide Client with a plan
reasonably acceptable to Client for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished
with reasonable commercial efforts from Company, then Company or Client may terminate the affected
Subscription Services, and Client will be entitled to a refund of the pre-paid portion of the fees paid for
the affected Subscription Services. The preceding warranty cure shall constitute Company’s entire
liability and Client's exclusive remedy for cure of the warranty set forth herein in this Section 4.1 of
Schedule A. If Client elects not to terminate the Subscription Services, Client waives all rights for the
applicable warranty cure set forth herein. Company is not responsible for any claimed breach of any
warranty set forth in this section caused by: (i) modifications made to the LMS by anyone other than
Company; (ii) Company’s adherence to Client’s specifications or instructions; (iii) Errors caused by or
related to Internet connections; (iv) Client deviating from the LMS operating procedures described in the
Documentation; (v) discrepancies that do not significantly impair or affect the operation of the
Subscription Service; or (vi) any systems or programs not supplied by Company.
4.2 Links.The Subscription Services may include links to third-party Internet sites or other resources
provided by third parties. Because Company has no control over such sites and resources, Client
acknowledges and agrees that Company is not responsible for the availability of such external sites or
resources, and does not endorse and is not responsible or liable for any content, advertising, products
or other materials on or available from such sites or resources. Client further acknowledges and agrees
that Company shall not be responsible or liable, directly or indirectly, from any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any such content, goods, or
services available on or through any such third-party site or resource.
Exhibit A – Page 3 of 3
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EXHIBIT B
Proposal to
Fresno County Department
of Behavioral Health
Prepared by:
Mike Earman
Relias LLC
111 Corning Road Suite 250
Cary, NC 27518
Submitted:
6/27/2018
Exhibit B – Page 1 of 2
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Ordering Document
Fresno County Department of Behavioral Health
P.O. Box 1912
Fresno, CA 93718-1912
The term of this agreement is: 36 Months Method of Payment: Check
Billing Frequency: Annually
The Subscription Start Date is: 9/1/2018
Subscription Services Name Subscription Metric Subscription Quantity
Behavioral Health - Standard Package Per Employee 600
Year 1 Annual Subscription Total USD 70,583.55
Professional Services Name Metric Quantity
Custom SOW - Implementation Flat Fee 1
Professional Services Total USD 6,000.00
Due Upon Receipt of Invoice USD 76,583.55
PRICING EXPIRES IF NOT EXECUTED BY 8/31/2018
This Ordering Document, together with the Master Services Agreement and the
Schedules linked below, form the entire Agreement between the parties.
Contract Document Link to Contract Document
MSA https://www.relias.com/msa-2017
MSA Schedule A https://www.relias.com/msa-2017-schedule-a
Address for Notices:
Relias LLC
111 Corning Road Suite 250
Cary, NC 27518
Exhibit B – Page 2 of 2
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EXHIBIT C
Professional Services SOW
for
Fresno County Department of Behavioral Health
4/18/2018
Submitted by:
Rebekah Ward
Manager of Learning and Assessment Services
rward@reliaslearning.com
(919) 655-7795
Exhibit C – Page 1 of 4
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1. Company ServicesOverview
Relias Learning LLC (“Company”) has extensive experience implementing the type of LMS and eLearning solution envisioned by
Fresno County Department of Behavioral Health (“Client”) (herein collectively referred to as “the parties”).
Company and Client are parties to a Master Services Agreement, dated __________ _ (“ Agreement”), under which Company will
assist Client with the set-up and implementation of a portal on Company’s learning management system as described in this
Statement of Work(“SOW”). Anyinconsistencies betweenthis SOWandthe Agreement shallbegovernedbythe Agreement. Any
terms used, but not defined, in this SOW will have the meanings ascribed in the Agreement. This SOW constitutes an Ordering
Document as that term is defined in the Agreement.
2. Proposed Project Plan
Professional Services Total (Phase 1 and 2) = $11,000
2.1.Project Management
Atthe initiation oftheImplementation project,Company shallassigna dedicatedProfessionalServices Implementation Consultant
(“IC”) to serve as the Project Manager and primary point of contact for Client’s appointed Client liaison (“Client Liaison”)
throughout theentire Project.
The IC will prepare a detailed Project Plan and Timeline (“Project Plan”), which will include an estimated schedule for each phase
of the project. The Client and IC will jointly review and agree on the Project Plan, including deliverables and requirements from
Company and/or the Client in order to meet the Project Plan.
Additionally, Company will establish a formal Steering Committee composed of the Director of Professional Services as well as the
dedicated IC, and a Client Success Manager (“CSM”). The Client is encouraged to establish a counterpart to Company’s committee
members . The parties will jointly formally review progress at a regular interval. The goal of the Steering Committee to stay abreast
of the project’s progress, ensure the project is meeting the goals of the Client, and formally discuss and resolve any outstanding
issues that may arise during the life of the project.
All Services are provided through remote access unless specifically contracted for on-site work.
2.2.Project Phases
With an emphasis on efficiency and long-term Client success, the Company implementation methodology has streamlined the
process into three phases:
Pre-Work & Project Kickoff
Development &Training
Go Live &Transition
2.2.1.Pre-Work & ProjectKickoff
Contact the Client Liaison to make introductions and organize a Project Kickoffcall.
Addthe contractedfor Company contentlibraries.
Set up the Client Liaison and/or other Client Administrators in thesite.
Draft a detailed Project Plan & timeline with key tasks and milestones (update current plan with appropriate dates)
On the Project Kickoff call the IC will review:
Agreement highlights and project goals with the key stakeholders identified by Client Liaison.
The Project Plan / Timeline – modifications are made with the intent to gain agreement on theplan.
An introduction to the Client’s branded RLMSsite.
The user bulk load process,and user bulk load spreadsheet.
Organizational hierarchy layout and alignment needed to achieve the enrollment and reporting requirements.
2.2.2.Development & Training
The Development & Training Phase will cover the bulk of the work of this SOW. This phase includes updating the
site(s) to the Client’s specifications following the agreed upon Project Plan, as well as detailed training. Key milestones
of this phase include:
Exhibit C – Page 2 of 4
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237
Phase 1: $6,000 (9/1/2018 start)
Loading users into site, and building hierarchy (up to 600 users).
Develop inbound user demographic automation (HRIS via text file).
Uploading up to 1,900 lines of mapped historicaldata.
Overview and assistance with SAML SSO as needed.
Creating, building, and enrolling users in appropriatecurriculum.
Creating auto enrollment profiles and detailed reporting.
Assistance withcreating customcourses (upto 3).
Conduct up to 2 supervisortrainings via webex.
Recording of supervisortraining.
Build an agreed upon Go Live plan to rollout the RLMS to the Customer’s site(s).
Phase 2: $5,000 (9/1/2019 start)
Loading users into site, and building hierarchy (up to 500users).
Creating, building, and enrolling users in appropriatecurriculum.
Creating auto enrollment profiles.
Conduct up to 2 supervisortrainings via webex.
Build an agreed upon Go Live plan to rollout the RLMS to the Customer’s site(s).
** This SOW does not include assistance with web services. **
Additionally, during this phase the IC will conduct numerous training calls with the Client. Company uses a remote,
train-the-trainer model so that Client can involve as many administrative users in the process as they would like. After
completion of the series of trainings, the Client will be fully enabled to administer the RLMS to their user base.
Additionally, theIC will furnisha variety of training materials liaisons Client canusetotrain andtheseresources remain
available so the Client will always have them for new staff joining itsorganization.
The Go Live plan will coverhowandwhen theRLMS will berolled outto Client’s endusers,andwill include templates
for welcome letters and other documents to help ensure a smooth rollout.
2.2.3.Go Live &Transition
Once the Development & Training phase is complete, Company and Client will execute the agreed upon Go Live plan to
rollout the RLMS to the Client’s site(s). During the Go Live phase, the IC will remain on-call for ad hoc help from Client
asrequested.
As a high-valued Client, Company will assign a dedicated CSM once the SOW is complete. The CSM will be Client’s
single point of support contact and provide unlimited support to Client for the life of the contract. Other services the CSM
provides include: additional training, utilization reporting, regular check-ins, business reviews, and creation of additional
documentation as needed.
Additionally, Company will provide ongoing training support for Client’s training liaisons through monthly webinars,
training videos, manuals and supervisor guides, and other materials.
3. Timeline
Company proposes to complete this Project according to a mutually agreed upon timeline to be completed by the implementation
consultant after the Kick Off call. Company proposes to complete phase 1 of implementation in up to 2 months and phase 2 of
implementation in up to 2 months .
Any additions or changes to this SOW will be mutually agreed upon and signed by the parties.
4. Staffing and Resources
Client will establish dedicated a Client Liaison who will be the primary point of contact for the Company IC.
Company will create a dedicated Project Team for this project for the duration of the SOW (“Project Team”). The proposed
Project Team and roles & responsibilities of the Project Team include:
Exhibit C – Page 3 of 4
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237
www.relias.com Relias Learning ManagementSystem
Company Project Team Roles Primary Responsibilities
Implementation Consultant (IC)Acts as single point of contactfor Client throughouttheduration ofthe project.
Project manages all internal work, providing technical guidance and performing all
work according to Section 2 of this SOW.
Provides regular status updates to Client’s executive and administrativeleadership.
Client Success Manager (CSM)Manages the Client relationship after SOW, and over the life of Client’s partnership
with Company.
Works closely with the project IC during the project Go Live & Transition phase.
Company Engineering Support
Staff
Provides ad-hoc troubleshootingandengineering supportforthe project IC and
CSM.
5. Assumptions Contained in thisSOW
5.1.Client will designate a Client Liaison as the primarypoint of contact for the IC to work with and designate any
other persons needed to complete the project in a reasonable and timely manner.
5.2.The Client Liaison will make all necessary and reasonable efforts to make themselves available for meetings
and other jointly scheduled events.
5.3.Client Liaison will provide all needed documents and information to the IC in a timely manner.
5.4.Company has developedthis SOW basedonall reasonablyknowable information known to the Company asof the
date of signature (“SOW Effective Date”). If material information becomes available after the SOW Effective Date
that will change the Project Plan, Company reserves the right to adjust the Site Setup fee. Any such changes will be
in writing and signed by both parties.
6. Travel & Payment Terms
6.1.Travel and Expense
In addition to the fees associated with this SOW, Client will reimburse Company for all reasonable out-of-pocket
expenses incurred by Company in the performance of Services hereunder, including but not limited to travel and
lodging expenses, within thirty (30) days after Company’s receipt of expense statements .
Any travel during this project will be agreed upon prior to date of travel by the Parties.
6.2.Payment Terms
All payments of fees or charges shall be in accordance with the Agreement.
Exhibit C – Page 4 of 4
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237
www.relias.com Relias Learning ManagementSystem
EXHIBIT D
Using the Relias Management System
From streamlining the delivery, development and reporting of your staff training
to connecting employees with a vast library of accredited, approved and certified
course content, Relias can help with one easy-to-use system.
Meet the demands of a changing landscape
Outperformingorganizationsknowthatstafftrainingisnolongerjustaboutcompliance—it’salsoabout drivingperformanceimprovement,ensuringpositive
outcomesandsolvingyourbusinesschallenges.
Whether you are a CEO trying to meet your business goals, a director or manager responsible for administeringtraining and preparingfor audits,
or afront-linestaffmemberresponsiblefor providing quality care or services, Relias can help you meet your unique trainingneeds.
As a Learner
View and manage your training: Toggle between your currently enrolled training and what you’ve already
completed. Use the External Training option to add any training into your profile received outside of the learning
management system.
Access helpful resources: If you’re new to the systemor just having trouble finding something,useourlistof
resourcesthatdetailhowtouseandfindwhatyouneed. These resources also provide you with guides on our
accreditations and state boards.
Make training enjoyable: Bored with compliance training? Our courses are highly interactive and delivered on a
system that uses gaming elements to significantly boost engagement. Courses are also mobile optimized and available 24/7 to
fit into your busy schedule—instead of the other way around.
Exhibit D – Page 1 of 3
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237
www.relias.com Relias Learning ManagementSystem
As an Administrator
Stay on top of training: Use the at-a-glance dashboard
to automatically view a graph documenting completions and
compliance for your entire agency. The dashboard also displays
a list of updated and “available soon” courses.
Training and enrollment: Create a unique course
curriculum and easily enroll your staff. Assign due dates to
keep staff ontrack. Use our QuickStart Curricula
tool—pre-made, customizable training plan templates—to get
started quickly.
Manageusers:Addandviewallstaff accounts in
the system. Individually track their training by viewing
each employee’s transcript. Send internal emails and
alerts for upcoming or incomplete assignedcourses.
Run reports: Need to show proof of compliance for an
upcoming survey or audit?Simplyselectthereportyouneed
and print it out. Reports can be filtered inanumberofways
andthereportsyou use most often can be saved to your
“favorites” for easy futureaccess.
Make our system your own: Visually
customize the screen to give your learning system
a more personalized feel.
Create your own trackable, testable
courses: Turn your custom courses into more than
just PowerPoint slides. Add post-course tests,
bookmarking capabilities, and tracking features.
No more having to locally download PowerPoint files, or
worry whether staff have completed a course—all of this is
managed andtracked automatically.
Upload and stream video training
online: Wish you could share your organization’s
videos with your entire staff? Upload your video
files to the system for staff to view anytime,
anywhere.
Reinforce staff competency with skills
assessments: Make sure staff retain what they learn.
Create skills checklists in the system for any step-by-step
task to prove competency. This allows you to provide
feedback while encouraging staff development.
Engage staff and boost compliance with
leaderboards: Useourleaderboard feature to
encourage friendly competition between coworkers and
other departments to motivate staff andincrease
compliancerates.
“We publish the leaderboards company-wide and it gets competitive. Every
department wants to be the best and we love it because it means that our employees
are remaining compliant with their training. The only thing I would’ve done differently
was turn it on sooner! Let’s face it: HR is busy enough and the system really manages
itself.”
–Sandra Rose, Director of Human Resources, The Treatment Center of the Palm Beaches
REL0118FS0209-01
Exhibit D – Page 2 of 3
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237
www.relias.com Relias Learning ManagementSystem
Exhibit D – Page 3 of 3
DocuSign Envelope ID: 37A6EEFC-58B1-4AF0-8AA5-24DB793C5237